SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 6)*
MCNEIL PACIFIC INVESTORS FUND 1972
(Name of Subject Company [Issuer])
HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
582568 87 9
(CUSIP Number of Class of Securities)
Keith L. Schaitkin, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
-------------------------------------------------------------------
Transaction Amount of filing fee: $136.16
Valuation*: $680,790
-------------------------------------------------------------------
* For purposes of calculating the fee only. This amount
assumes the purchase of 6,189 units of limited partnership interest
(the "Units") of the subject partnership for $110.00 per Unit. The
amount of the filing fee, calculated in accordance with Rule
0-11(d) under the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the aggregate of the cash offered
by the bidder.
[X] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
Amount Previously Paid: $136.16
Form or Registration No.: Schedule 14D-1, dated August 3, 1995
Filing Party: High River Limited Partnership & Carl C. Icahn
Date Filed: August 4, 1995
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).<PAGE>
<PAGE>
AMENDMENT NO. 6 TO SCHEDULE 14D-1
This Amendment No. 6 to Schedule 14D-1 amends and supplements
the Tender Offer Statement on Schedule 14D-1 filed by High River
Limited Partnership, a Delaware limited partnership ("High River"),
Riverdale Investors Corp., Inc., a Delaware corporation
("Riverdale"), and Carl C. Icahn, a citizen of the United States
(collectively, the "Reporting Persons") with the U.S. Securities
and Exchange Commission (the "Commission") on August 4, 1995, as
amended by Amendment No. 1 filed with the Commission on August 9,
1995, Amendment No. 2 filed with the Commission on August 14, 1995,
Amendment No. 3 filed with the Commission on August 18, 1995,
Amendment No. 4 filed with the Commission on August 21, 1995 and
Amendment No. 5 filed with the Commission on August 22, 1995. All
capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to such terms in the Offer to Purchase dated
August 3, 1995, as amended and supplemented from time to time (the
"Offer to Purchase") and the related Assignment of Partnership
Interest, as amended through August 7, 1995 (collectively with the
Offer to Purchase, the "Offer").
Item 3. Past Contacts, Transactions or Negotiations With the
Subject Company
Item 3(b) is hereby amended to add the following:
(b) The information set forth in Exhibit 17 attached hereto
is incorporated herein by reference.
Item 10. Additional Information
Item 10(a) is hereby amended to add the following:
(a) The information set forth in Exhibit 17 attached hereto
is incorporated herein by reference.
Item 11. Materials to be Filed as Exhibits.
The following documents are filed as exhibits to this Schedule
14D-1:
(c)
Exhibit 17 Letter Agreement dated August 24, 1995, by and
among Carl C. Icahn, High River and McNeil
Partners, L.P.
(g)
Exhibit 18 Press Release dated August 24, 1995
Exhibit 19 Power-of-attorney dated August 21, 1995 from
Carl C. Icahn to Theodore Altman
<PAGE>
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: August 25, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: General Partner
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer
RIVERDALE INVESTORS CORP., INC.
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer
CARL C. ICAHN
By: /s/ Theodore Altman
Theodore Altman,
Attorney-in-fact
[Signature Page for Amendment No. 6 to
McNeil Pacific Investors Fund 1972 Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 17 Letter Agreement dated August 24,
1995, by and among Carl C. Icahn,
High River and McNeil Partners, L.P.
Exhibit 18 Press Release dated August 24, 1995
Exhibit 19 Power-of-attorney dated August 21,
1995 from Carl C. Icahn to Theodore
Altman
<PAGE>
August 24, 1995
Carl C. Icahn
High River Limited Partnership
90 South Bedford Road
Mt. Kisco, New York 10549
Ladies and Gentlemen:
McNeil Partners, L.P. ("McNeil Partners"), is
the general partner of each of McNeil Pacific Investors
Fund 1972, McNeil Real Estate Fund V, Ltd., McNeil Real
Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund
XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real
Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P.
and McNeil Real Estate Fund XXV, L.P. (collectively the
"Partnerships"). High River Limited Partnership ("High
River") has commenced tender offers (the "High River
Offers") to acquire units of limited partnership interest
("Units") in each of the Partnerships pursuant to Offers
to Purchase dated August 3, 1995 and the related Assign-
ment of Partnership Interests (as supplemented and amend-
ed, the "Offers to Purchase").
The parties to this letter agreement (this
"Letter Agreement") hereby agree that, except as other-
wise hereafter agreed by the parties hereto:
(1) Until September 7, 1995, McNeil Partners
and its affiliates shall not (i) in any manner acquire,
attempt to acquire or make a proposal to acquire, direct-
ly or indirectly, any securities of any of the Partner-
ships or their affiliates, (ii) propose to enter into,
directly or indirectly, any merger or business combina-
tion involving any of the Partnerships or their affili-
ates or (iii) engage in discussions or negotiations with
or assist any third party in respect of any transaction
involving McNeil Partners, the Partnerships or their
affiliates (which term shall include, without limitation,
for purposes of this Letter Agreement other limited
partnerships of which McNeil Partners is the general
partner);
(2) Until September 7, 1995, McNeil Partners
shall, and shall cause The Herman Group, Inc., to (i) re-
spond to limited partner's inquiries only by summarizing
the terms of the Press Release attached hereto (the
"Press Release") and (ii) not make any other statement
(including making any telephone calls to limited part-
ners) in respect of the High River Offers;
(3) Until September 7, 1995, High River shall,
and shall cause D.F. King & Co., Inc., to (i) respond to
limited partner's inquiries only by summarizing the terms
of the Press Release and (ii) not make any other state-
ment (including making any telephone calls to limited
partners) in respect of the High River Offers;
(4) McNeil Partners shall facilitate and allow
High River to conduct customary and reasonable due dili-
gence in respect of McNeil Partners, the Partnerships and
their affiliates and High River and its affiliates agree
(i) to use their best efforts to complete such due dili-
gence as promptly as practicable and, (ii) unless other-
wise required by law, rule or regulation (as determined
by High River's counsel in its sole discretion), not to
disclose any notes, analyses, compilations, studies,
interpretations or other documents or materials furnished
to High River in respect of such due diligence relating
to or concerning McNeil Partners, the Partnerships or
their affiliates (including any summaries or other docu-
ments prepared by High River) to any third party;
(5) Until September 7, 1995, except as other-
wise required by law, rule or regulation, McNeil Partners
and High River shall not mail or cause to be mailed to
limited partners, or published, any information in re-
spect of the Partnerships, except for the Press Release;
(6) Until September 7, 1995, McNeil Partners
and High River shall hold in abeyance (i) all proceedings
in the litigation between the parties hereto and their
affiliates and (ii) any demands made by High River or its
affiliates for lists of limited partners, related infor-
mation and/or transfers of Units of the Partnerships;
(7) High River, Carl C. Icahn and their affil-
iates shall not prior to August 24, 1996 (i) in any
manner acquire, attempt to acquire or make a proposal to
acquire, directly or indirectly, any securities of any of
the partnerships listed on Exhibit 1 attached hereto (the
"Other Partnerships"), (ii) propose to enter into, di-
rectly or indirectly, any merger or business combination
involving any of the Other Partnerships, (iii) make, or
in any way participate, directly or indirectly, in any
"solicitation" or "proxies" (as such terms are used in
the proxy rules of the Securities and Exchange Commis-
sion) to vote, or seek to advise or influence any person
with respect to the voting of any voting securities of
any of the Other Partnerships, (iv) form, join or other-
wise participate in a "group" (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934)
with respect to any voting securities of the Other Part-
nerships, or (v) disclose any intention, plan or arrange-
ment inconsistent with the foregoing, or (vi) loan money
to, advise, assist or encourage any person in connection
with any of the actions described in this sentence;
(8) High River shall extend the expiration
date of the Offers to Purchase until September 12, 1995
and High River and McNeil Partners shall issue the Press
Release, which announces such extension, on August 25,
1995; and
(9) McNeil Partners shall have the absolute
right, from time to time through the close of business on
September 6, 1995, to require High River to extend and,
upon receipt of written notice from McNeil Partners, High
River shall unconditionally extend, effective at 9:00
a.m. on the next business day, the expiration date of the
Offers to Purchase and High River shall, upon receipt of
such notice, issue a press release no later than the next
business day announcing such extension; provided, howev-
er, under no circumstances shall McNeil Partners have the
right to require High River to extend the expiration date
of the Offers to Purchase beyond September 20, 1995;
(10) High River shall, upon delivery of written
notice to McNeil Partners, have the absolute right to
extend the expiration date of the Offers to Purchase
beyond September 12, 1995 or such later date as is then
the applicable expiration date; and <PAGE>
(11) High River and McNeil Partners shall each
use their best efforts to cooperate with the other to
effect the matters set forth herein.
Sincerely,
McNeil Partners, L.P.
By: McNeil Investors, Inc.
/s/ Robert A. McNeil
Robert A. McNeil
Chairman
/s/ Carole J. McNeil
Carole J. McNeil
Co-Chairman
Consented and Agreed
High River Limited Partnership
By: Riverdale Investors Corp., Inc.
/s/ Edward Mattner
Edward Mattner
President
/s/ Carl C. Icahn
Carl C. Icahn
<PAGE>
<PAGE>
EXHIBIT 1
OTHER PARTNERSHIPS
McNeil Pension Investment Fund, Ltd.
McNeil Real Estate Fund XII, Ltd.
McNeil Real Estate Fund XXI, L.P.
McNeil Real Estate Fund XXII, L.P.
McNeil Real Estate Fund XXIII, L.P.
McNeil Real Estate Fund XXVI, L.P.
McNeil Real Estate Fund XXVII, L.P.
<PAGE>
<PAGE>
CONTACT: The Herman Group, Inc. D.F. King & Co., Inc.
(800) 658-2007 (800) 628-8538
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR MCNEIL
LIMITED PARTNERSHIPS EXTENDED
Dallas, Texas and New York, New York, August 24,
1995--High River Limited Partnership ("High River") today
announced that it has extended the expiration date of its
tender offers (the "Tender Offers") for units of limited
partnership interest in each of McNeil Pacific Investors
Fund 1972, McNeil Real Estate Fund V, Ltd., McNeil Real
Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund
XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real
Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P.
and McNeil Real Estate Fund XXV, L.P. (collectively, the
"Partnerships") until 12:00 midnight, New York City time,
on September 12, 1995. High River and McNeil Partners,
L.P., the general partner of each of the Partnerships
("McNeil Partners"), also announced that they are currently
engaged in settlement discussions which, among other
things, may result in settlement of litigation with respect
to the Tender Offers. No assurance can be given as to the
outcome of those discussions.
The Tender Offers are being made pursuant to the
Offers to Purchase dated August 3, 1995, as amended and
supplemented.
<PAGE>
CONTACT: The Herman Group, Inc. D.F. King & Co., Inc.
(800) 658-2007 (800) 628-8538
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR MCNEIL
LIMITED PARTNERSHIPS EXTENDED
Dallas, Texas and New York, New York, August 24,
1995--High River Limited Partnership ("High River") today
announced that it has extended the expiration date of its
tender offers (the "Tender Offers") for units of limited
partnership interest in each of McNeil Pacific Investors
Fund 1972, McNeil Real Estate Fund V, Ltd., McNeil Real
Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund
XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real
Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P.
and McNeil Real Estate Fund XXV, L.P. (collectively, the
"Partnerships") until 12:00 midnight, New York City time,
on September 12, 1995. High River and McNeil Partners,
L.P., the general partner of each of the Partnerships
("McNeil Partners"), also announced that they are currently
engaged in settlement discussions which, among other
things, may result in settlement of litigation with respect
to the Tender Offers. No assurance can be given as to the
outcome of those discussions.
The Tender Offers are being made pursuant to the
Offers to Purchase dated August 3, 1995, as amended and
supplemented.
<PAGE>
POWER OF ATTORNEY
KNOW EVERYONE BY THESE PRESENTS, which are
intended to constitute a Power of Attorney, that I, CARL C.
ICAHN, residing at Museum Towers, 15 W. 53rd Street, Apt.
51C, New York, N.Y., do hereby appoint THEODORE ALTMAN,
residing at 94 Haights Cross Road, Chappaqua, New York.
MY ATTORNEY-IN-FACT TO ACT: As Attorney-In-Fact
for the limited purpose of executing amendments to
statements on Schedule 14D-1 in connection with those
certain tender offers with respect to each of McNeil Pacific
Investors Fund 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X,
Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate
Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil
Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV,
L.P. and McNeil Real Estate Fund XXV, L.P.
To induce any third party to act hereunder, I
hereby agree that any third party receiving a duly executed
copy or facsimile of this instrument may act hereunder, and
that revocation or termination hereof, shall be ineffective
as to such third party unless and until actual notice or
knowledge of such revocation or termination shall have been
received by such third party.
IN WITNESS WHEREOF, I have hereunto signed my name
this 21st day of August, 1995.
/s/ Carl C. Icahn
Carl C. Icahn
STATE OF NEW YORK
COUNTY OF NEW YORK
On August 21, 1995 before me, Alice Blumberg the
undersigned officer, personally appeared CARL C. ICAHN,
known personally to me to be the individual described in and
who executed the foregoing instrument and acknowledged that
he executed the same.
/s/ Alice Blumberg
Notary Public
ALICE BLUMBERG
NOTARY PUBLIC, STATE OF NEW YORK
NO. 01BL5026266
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES APRIL 18, 1996
